Current Report Filing (8-k)
July 19 2019 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 19, 2019
ETHEMA
HEALTH CORPORATION
f/k/a GREENESTONE HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
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Colorado
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000-15078
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84-1227328
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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810
Andrews Avenue
Delray
Beach, Florida 33483
(Address
of principal executive offices)
(Registrant’s telephone
number, including
area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications
pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material
Definitive Agreement.
On
July 15, 2019, Ethema Health Corporation, a Colorado corporation, f/k/a/ GreeneStone Healthcare Corporation (the “Company”)
closed on a private offering (the “Private Offering”) to raise USD$282,000.00 in capital. Pursuant to the Private
Offering, the Company issued one convertible promissory note (the "Note"), bearing a principal amount of USD$282,000.00
in total, to Labrys Fund LLC (the “Investor”).
Unless
otherwise provided for in the Note, the Note bears a 10% interest rate and matures 180 days from the date of issuance, on January
11, 2020 (the “Maturity Date”). The Investor has conversion rights under the Note, from time to time and at any time
after 180 days from the Note issuance date, to convert all or any part of the outstanding and unpaid principal amount of the Note
into fully paid and non-assessable shares of the Company’s common stock, subject to various other terms and conditions specified
in the Note. The Company has the right to pay off the Note prior to 180 days from the start of the Note by paying the outstanding
principal and interest and prepayment penalties specified in the Note.
The
Note was offered and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act, as provided in Rule 506 of Regulation D promulgated
thereunder. The Note, and the shares of common stock issuable upon exercise of the conversion features of the Note, have not been
registered under the Securities Act, or any other applicable securities laws, and unless so registered may not be offered or sold
in the United States, except pursuant to an exemption from the registration requirements of the Securities Act.
The
proceeds raised in the Private Offering have been used to cover operational costs for the Company.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the form of
the Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered
Sales of Equity Securities.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
In acquiring the Note, the Investor made representations to the Company that it met the accredited investor definition of Rule
501 of the Securities Act, and the Company relied on such representations. The Note was offered and sold without registration
under the Securities Act, in reliance on the exemptions provided by Section
4(a)(2) of
the Securities Act, as provided in Rule 506 of Regulation D promulgated thereunder, and in reliance on similar exemptions under
applicable state laws.
The
offering of the Note was not conducted in connection with a public offering, and no public solicitation or advertisement was made
or relied upon by the Investor in connection with the offering. This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits.
The following exhibit is furnished with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Date:
July 19, 2019
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By: /s/ Shawn E.
Leon
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Name:
Shawn E. Leon
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Title: CEO
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